Ben 10: The Saddest Clown
by GhostKaiser23
Summary: What happens when a single alien changes Ben 10's destiny? Fade (OC) regales his view with to Professor Paradox.


**Ben 10: The Saddest Clown**

**Important notes: I do not own Ben 10 or any portion of the franchise. I give all credit to Man of Action and Cartoon Network.**

**This is my first Fanfiction please no flamers. I wrote this for people to enjoy; I appreciate any positive feedback regarding my stories.**

**This story is shown from the perspective of a dimension traveling OC who knows Professor Paradox.**

**One Shot**

Down in Undertown there sits a human sipping at a drink on his own, his hair covers his eyes, his hands hold a bottle of water; his clothes and trainers torn and tattered he rests exhausted, down and weary.

Appearing beside him was Professor Paradox; his appearance was polar opposite; prim, proper, clean and full of energy. Sitting beside the human, Paradox was given a bottle of water.

"Taking a respite, are you Fade?" Paradox asked, Fade being the name of the human sitting on the bench first.

"Yeah, I'm wrecked. I've just been to a horrible universe. Something that Ben would have his mind blown from. Max you idiot…" Fade sleep talked while insulting Max Tennyson.

"Why would you insult Max Tennyson? What has he done? Or is it what is he going to do?" Paradox asked. Fade looked at him lazily and answered "Done...When Ben was five. Well, we both know what happened when Ben was five." Fade referring to Ben's fear of clowns and how Max started it all off.

"So, tell me…what happened in that universe." Paradox questioned

Fade took a sip from his water bottle whetting his whistle ready to tell his story. "It started like any other jump. I was cataloguing which universes were real and which ones were deviations…this one…this one was horrible. Only a few people got hurt, but one of them needed to be committed."

Paradox knew about the different universes and timelines from his travels, but he was always willing to listen to others and their adventures.

"I took to the town where Ben, Gwen and Max were going to where Zombozo and the Circus Trio set up shop over one year later. I saw that it had been trashed, everywhere looked like the inside of a circus tent: trash, broken items and messes everywhere. I searched for clues as to what was, or went, going on. I saw upon the ground a newspaper reading:"

**Alien Clown And Circus Troop Take Control**.

Looking at the detail, it read about the Circus troop with clear pictures involving Zombozo, Frightwig, Thumbskull, Acid Breath and an unusual fifth clown which took the shape of Four-Arms with a clown outfit and makeup. From this I knew Ben had gone off the deep end, but I had to dig deeper to find out why.

"I looked inside the abandoned library to do the research; it turns out while Ben and his family were here Zombozo was victorious, Ben was kidnapped and Gwen and Max were hospitalised. But that was one year ago, looking through the archives I saw that Ben became more and more unhinged; robbing and kidnapping. All this because of Zombozo and is fear troop. What I realised was I was being followed by someone, who had snuck out taking a risk to find out who I was." turning around I knew who was there, who tried to ensnare me: Frightwig. Instead of her getting me, I caught her.

We struggled but I came out victorious, she was tangled in her own hair struggling to get free demanding me to tell her my name and my purpose being here. I only answered her questions with my questions: "What happened here and where is Ben?" she answered cautiously: when Ben was here with his family they were defeated Max and Gwen were hospitalised but still alive, Ben tried to use the Omnitrix to beat Zombozo, using someone like Heatblast or Four Arms, but instead he unlocked some multiple eyed alien. "Eye-Guy…" I gasped realising that one clown in a room frightens Ben no end, a multitude of them would send him off to the deep end. I looked at her and let her continue; she said that she took Ben in after seeing him cry while smiling his mind was broken and Zombozo wanted to kill Ben but she insisted if Zombozo let Ben live then he'll use him as a new member of the Circus Troop. Zombozo agreed and let Frightwig be Ben's guardian as long as she lets him obey his every command. Frightwig agreed and helped Ben find his way in the troop, taking the alias: Changeling.

Fade paused and went to Pakmar's store and bought some more water for him and Paradox, patiently waiting Paradox contemplated about Fade and his decisions in that universe. Fade returned and continued with the story. 

I released Frightwig and let her follow me after I answered who I was and what I was doing. She was reluctant to let me go on my own so she tagged along to make sure that I was being reasonable. I asked her "do you really care for Ben as a child or as a weapon?" this made Frightwig freeze in her tracks and looked down, I looked at her as she looked up she answered: "I see him as a lost child, like I was supposed to look after him after what happened…I maybe a villain but…I couldn't let Zombozo kill him." She cared for Ben…like a brother, or maybe a son. But whatever Ben was to her she cared deeply for him.

We then arrived at The Circus Tent where Thumbskull and Acid Breath were standing guard.

"So this is the intruder, well done Frightwing." "Yeah, you've done something else besides taking care of Changeling." Acid Breath and Thumbskull joked.

Frightwig pushed me forward to present me to Zombozo, after entering the tent I saw Zombozo, he had grown into a giant, bloated and fat (Like Jarrett from the Con of Rath episode) his grin was toothy, sharp and zombie like. To his left was a small figure in the shadows, just standing there, "Whoa, who let Jarrett off of Pantophage?" Frightwig nudged me in the back after that remark.

"Ah…Frightwig, I see that you've brought me the intruder. Let's have a look at him." Zombozo salivated, leaning towards Fade smiling. "So what is your name intruder?" Zombozo asked

I answered "My name is Fade, a traveller of worlds. Where is Ben Tennyson?"

Zombozo leaned back and laughed "There's no Ben Tennyson here, only Changeling!" pointing towards the small figure who approached forward, revealing a beaten clown boy wearing green, white and black clothes; his face was smudged with white grease paint and a frowning face while his real mouth was stuck in a smile and his tears were coming down his face laughing quietly.

The Omnitrix was still on Ben's wrist but still holding his arms from his earlier beatings. Frightwig gasped placing her hand over her mouth wanting to rush to him, but knowing full well what the consequences will be. I gasped seeing the poor kid hurt "Ben…" I whispered.

Zombozo looked at Frightwig and dismissed her, and commanding Ben to attack me.

Ben transformed into Four-Arms and rushed in towards me but I knocked him aside transforming him back into Ben.

Ben fumbled to the ground and Frightwig went to hold onto Ben from being hurt but Zombozo shoved her into the stand, Acid Breath and Thumbskull went to Ben's side and began to fight me, but you know what happens to people who gang up on me, Fade said looking at Paradox.

Fade got up again and left to go to the bathroom; Paradox took out a gumball wad and replaced it with another after properly disposing of the previous one. Fade returned and sat beside Paradox ready to begin again.

I fought Thumbskull and Acid Breath with ease, Ben at this point became Eye-Guy who was using his laser vision on me but missing me each time…how an alien with that many eyes in different directions can miss its target is beyond me. But each time Ben transformed he became more and more exhausted but still keeping the sad smile on his face Frightwig raced towards Ben and cradled him so he went to sleep. I went towards Ben and managed to remove the Omnitrix (if Azmuth is such a genius why is the unlocking of the Omnitrix code up-up-down-down-left-right-left-right-push the plunger) after removing it I placed it upon my wrist and turned to Zombozo who couldn't do anything because he was gorged on the fear of other humans, this made him slow and lethargic.

I jumped directly at Zombozo landing on his bloated chest and used the Omnitrix and transformed into Toepick. The lethargic clown saw this transformation and just laughed "Nice try boy, but I sell tricks I don't buy them. Especially when I know the tricks of that watch."

"That may be, but I highly doubt that you've seen this guy! Frightwig, cover Ben's eyes!" I yelled.

I unlocked Toepick's helmet and showed the horrible features within paralyzing Zombozo with fear, he couldn't get up from his chair because of his vast size, trying to cover his eyes but I kept his hands frozen in fear. I burned Toepick's image into Zombozo's eyes, the emotions he's consumed over that past year was returned to the respective owners and Zombozo shrunk down to a withered husk of his former glory, Zombozo screamed "Stay away from me! Stay away!" I stood my ground with Toepick's face exposed "No, I'm going to burn this mark right into your eyes! It'll be the first thing you'll see and the last thing every day!" Still shaking in his skin, I left Zombozo to check on Frightwig and Ben; Frightwig had pushed Ben against her chest to stop him seeing Toepick, Frightwig herself closed her eyes and looked away until I checked on them. I placed my hand on her shoulder to indicate it was ok. I saw Ben manage to become a little more normal but still he needed help.

After all this I contacted The Plumbers to contain Zombozo, Thumbskull and Acid Breath. They were going to take Frightwig away as well but I vouched for her to be Ben's guardian while he was in Bellwood Asylum. Ben as I just said was committed to Bellwood Asylum, he was to be visited by Gwen and Kenny, his Parents and his Aunt and Uncle…but Max…Max couldn't face it, he wasn't dead it's just he remembered that he was the source of Ben's fear of clowns; he thought if he visited Ben, Ben might regress back into that fear. I didn't leave on a sour note but what I did was leave the Omnitrix in Gwen's care as a precaution and said farewell.

"Then as I came here I went to Pakmar's got a drink, then you came in and I'm reeling off this story, with Max, Ben and Rook hiding behind us overhearing everything…Yes you Three, I know you're there!" Max, Ben and Rook clambered out from their hiding spot astonished from the tale; Ben was the reluctant to believe about his dimension travelling person and his denial about his fear of clowns. Rook remained passive towards the information as ever but Max seemed to hit it the hardest because he was reminded about when Ben was five. All of them sat down on the bench as Ben went to get some drinks from Pakmar's, still the group were letting the story sit in a huge explosion happened in Pakmar's where Psyphon was blasting away with Ben as Chromastone following behind.

"Is it just me, but why is it whenever Ben goes into Pakmar's or Mr Baumann's he has to break everything? Is it just because the universe has them as the punchline or something or what?"

The four sitting on the bench shake their heads and shrug as Pakmar rants and raves about Ben's destruction.

"Still, it is pretty funny. Ha-ha!" Fade starts laughing while the others are looking at him funnily.

**Epilogue**

Time had passed in that Clown universe and I can reveal that Ben has been getting better each day and Frightwig has become Ben's nurse at the Asylum, Gwen has taken the mantle as "Gwen 10" and "Lucky Girl". Max has gotten the courage to face Ben at the Asylum, Zombozo, Acid Breath and Thumbskull are still incarcerated in Plumber HQ and I, Fade take leave this world as your narrator.

**Well this is my Fanfiction please leave reviews below if enjoyed it.**

**Thank You All**


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